WAIVER AND FIRST AMENDMENT TO 2004 NOTES AND WARRANTS WAIVER AND FIRST AMENDMENT TO 2004 NOTES AND WARRANTS2004 Notes and Warrants • June 1st, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS WAIVER AND FIRST AMENDMENT TO 2004 NOTES AND WARRANTS (this “Amendment”) is entered into as of May 31, 2005, by and among Galaxy Energy Corporation, a Colorado corporation (the “Company”), and the investors listed on the Schedule of Securities Holders attached hereto (collectively, the “Securities Holders”).
FORM OF SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 1st, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 31, 2005, by and among Galaxy Energy Corporation, a Colorado corporation, with headquarters located at 1331-17th Street, Suite 730, Denver, Colorado 80202 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FIRST AMENDMENT TO SECURITY AGREEMENT, PLEDGE AGREEMENT AND GUARANTY FIRST AMENDMENT TO SECURITY AGREEMENT, PLEDGE AGREEMENT AND GUARANTYSecurity Agreement, Pledge Agreement • June 1st, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS FIRST AMENDMENT TO SECURITY AGREEMENT, PLEDGE AGREEMENT AND GUARANTY (this “Amendment”) is entered into as of May 31, 2005, by and among Galaxy Energy Corporation, a Colorado corporation (“Borrower”), Dolphin Energy Corporation, a Nevada corporation (“Dolphin”), Pannonian International, Ltd, a Colorado corporation, (“Pannonian”, and together with the Borrower and Dolphin, each individually a “Debtor” and, collectively, the “Debtors”), Promethean Asset Management L.L.C., a Delaware limited liability company (in its capacity as collateral agent for the Buyers, and together with its successors and assigns, hereinafter, the “Secured Party”) and the Buyers party hereto.
FORM OF REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 1st, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May __, 2005, by and among Galaxy Energy Corporation, a Colorado corporation, with headquarters located at 1331-17th Street, Suite 730, Denver, Colorado 80202 (the “Company”), and the undersigned buyers (each, a “Buyer” and collectively, the “Buyers”).
WAIVER AND FIRST AMENDMENT TO MARCH 2005 NOTES AND WARRANTS WAIVER AND FIRST AMENDMENT TO MARCH 2005 NOTES AND WARRANTSSecurities Purchase Agreement • June 1st, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS WAIVER AND FIRST AMENDMENT TO MARCH 2005 NOTES AND WARRANTS (this “Amendment”) is entered into as of May 31, 2005, by and among Galaxy Energy Corporation, a Colorado corporation (the “Company”), and the investors listed on the Schedule of Securities Holders attached hereto (collectively, the “Securities Holders”).
SUBORDINATION AGREEMENTSubordination Agreement • June 1st, 2005 • Galaxy Energy Corp • Mining & quarrying of nonmetallic minerals (no fuels) • New York
This SUBORDINATION AGREEMENT (this “Agreement”), dated as of May 31, 2005 is among GALAXY ENERGY CORPORATION, a Colorado corporation (“Borrower”), DOLPHIN ENERGY CORPORATION, a Nevada corporation, and PANNONIAN INTERNATIONAL, LTD., a Colorado corporation (each such corporation, including Borrower, and together with each other Person who becomes a party to this Agreement each an “Obligor” and, together, “Obligors”), the parties listed on the Schedule of Subordinated Creditors attached hereto (each a “Subordinated Creditor”, and collectively the “Subordinated Creditors”), and HFTP INVESTMENT L.L.C, GAIA OFFSHORE MASTER FUND, LTD., CAERUS FUND LTD, AG DOMESTIC CONVERTIBLES, L.P., AG OFFSHORE CONVERTIBLES, LTD., and LEONARDO, L.P., (collectively, and together with any transferees or holders from time to time of the Notes (as defined below), hereinafter, the “Lenders”), and PROMETHEAN ASSET MANAGEMENT L.L.C., a Delaware limited liability company, in its capacity as collateral agent for itse
